Adra Acceptable Usage Policy (AUP)

Exhibit A -1

Acceptable usage policy for Adra Software as a Service

1. Introduction

The purpose of this acceptable usage policy is to give you and your company secure, reliable and stable access and use of Adra’s SaaS software (connected to our SaaS environment), and to protect your company’s data and privacy. It is designed to protect Adra, our employees, customers and other partners from harm caused by the misuse of our products and your data. Misuse includes both deliberate and inadvertent actions.

In terms of definitions throughout this AUP, “Users” are everyone who has access to any of Adra’s software applications. This includes permanent users/employees but also temporary users/employees such as external auditors.

2. Acceptable Use Policy

Subscriber acknowledges and agrees that Trintech does not monitor or police the content of communications or data of Subscriber or its users transmitted through the Services, and that Trintech shall not be responsible for the content of any such communications or transmissions. Subscriber shall use the Services exclusively for authorised and legal purposes, consistent with all applicable laws and regulations and Trintech’s policies. Subscriber agrees not to post or upload any content or data which (a) is libellous, defamatory, obscene, pornographic, abusive, harassing or threatening; (b) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; or (c) otherwise violates any applicable law. Trintech may remove any violating content posted or transmitted through the Subscription Services, without notice to Subscriber. Trintech may suspend or terminate any User’s access to the Subscription Services upon notice in the event that Trintech reasonably determines that such User has violated the terms and conditions of the Agreement.

3. Security

Subscriber will not: (a) breach or attempt to breach the security of the Subscription Services or any network, servers, data, computers or other hardware relating to or used in connection with the Subscription Services, or any third party that is hosting or interfacing with any part of the Subscription Services; or (b) use or distribute through the Subscription Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Subscription Services or the operations or assets of any other customer of Trintech or any third party. Subscriber will comply with the user authentication requirements for use of the Subscription Services. Subscriber is solely responsible for monitoring its Users’ access to and use of the Subscription Services. Trintech has no obligation to verify the identity of any person who gains access to the Subscription Services by means of an access ID. Any failure by any User to comply with the Agreement shall be deemed to be a material breach by Subscriber, and Trintech shall not be liable for any damages incurred by Subscriber or any third party resulting from such breach. Subscriber must immediately take all necessary steps, including providing notice to Trintech, to effect the termination of an access ID for any User if there is any compromise in the security of that access ID or if unauthorised use is suspected or has occurred.

3.1 Product Usage Limits

3.1.1. Adra Balancer

The table below shows the maximum usage limits that we allow per each customer’s unique Balancer engagement:

Type

Max Limit

Size per uploaded file

100 MB

Number of legal entities

150

Number of accounts in a period

10,000

Number of transactions per account in an import

1,000

Number of transactions per file in an import

10,000

Number of account roles assigned to a unique user

4,000

Number of account roles on an account

20

Number of active extra fields on transactions

15

Frequency of auto import of balances*

12 times per 24 hours

* If only accounts with balance changes are imported and/or the number of accounts

3.1.2. Task Manager

The table below shows the maximum usage limits that we allow per each customer’s unique Task Manager engagement:

Type

Max Limit

Size per uploaded file

100 MB

Number of Task Templates in a single import file

5,000

Number of Extra Field values in a single import file

5,000

Total number of Task Templates in Library

5,000

Total number of Tasks on a single Task List

2,500

Total number of Task Lists copied simultaneously

50 Task Lists with Max total of tasks in all 10,000 (200 per list in example)

Total number of un-archived “List-Tasks” under “Tasks”

20,000

Number of open Tasks assigned to a single person

5,000

Total number of “Auto Recurring-Tasks” per month

1,000

3.1.3. Matcher

The table below shows the maximum usage limits that we allow per each customer’s unique Matcher engagement:

Type

Max Limit

Uploaded transaction per year across all reconciliation groups

1.5 million

Number of historic reconciled transactions in a single reconciliation group

10 million

Number of Transactions in a single import file

100,000

Number of Extra Fields per Transaction

15

Size per uploaded file

50 MB

Number of Legal Entities

150

Number of Reconciliation Groups

1,000

Number of Accounts across all Reconciliation Groups

3,000

Number of Reconciliation Groups in a single Legal Entity

200

Number of Accounts in a reconciliation group

20

Number of Matching Rules per reconciliation group

30

Total number of reconciliation rules across all reconciliation groups

20,000

Number of unmatched items in a reconciliation group to be reconciled at once*

150,000

*When using Many to one or Many to Many matching rules where one of the sources has the “Required number of transactions” option ticked off, the software will try different combinations within the grouped parameters and dates. Depending on the number of transactions within the group/date parameters and the number of transactions that has been set to match, the number of possible combinations should not exceed 5.000.000. In example, 250 items with the same date and reference where the number of transactions has been chosen as “3” has 2.5 million combinations. If matching rules are run that exceed 5.000.000 combinations, they maybe stopped by the system.

3.1.4. Accounts

The table below shows the maximum usage limits that we allow per each customer’s unique Accounts database:

Type

Max Limit

uploaded transactions per year across all account groups (*1)

20 million

Uploaded transactions per year within a single account group (*1)

5 million

Number of historic reconciled transactions in a single account group (*1)

15 million

Number of Extra Fields per Transaction

10

Number of Transactions in a single import file

500,000

Size per uploaded file

100 MB

Number of Clients

150

Number of Account Groups

2000

Number of Accounts

5000

Number of Account Groups in a single Client

200

Number of Accounts in a reconciliation group

20

Visible transactions per page (*1)

50,000

Reconciliation rules per account group

30

Total number of reconciliation rules across all account groups

10,000

Number of reconciliation rules to be run at the sime time in one go across all clients (*2)

1,000

Number of unmatched items in a reconciliation group to be reconciled at once

150,000

*1 Max number of extra fields for this volume is 2 per transaction. Adding more is possible, but software may become slower when loading exceptions or matched items.

*2 When using Many to one or Many to Many matching rules where one of the sources has the “Group Items” option ticked off, the software will try different combinations within the grouped parameters and dates. Depending on the number of transactions within the group/date parameters and the number of transactions that has been set to match, the number of possible combinations should not exceed 5.000.000. In example, 250 items with the same date and reference where the number of transactions has been chosen as “3” has 2.5 million combinations. If matching rules are run that exceed 5.000.000 combinations, they may be stopped by the system.

3.2. User Responsibility

3.2.1. No user should visibly store their login credentials in any of our software and/or leave their login credentials unprotected inside/outside technical devices.

3.2.2. No user should allow anyone else to use their user ID/credentials and password on any of our software.

3.2.3. No user should leave their user accounts logged in at an unattended and unlocked computer.

3.2.4. No user should attempt to access data they are not authorized to see within their user role and limits in our software.

3.2.5. No user should attempt to access and/or interfere within our software architecture, development or framework.

3.2.6. No user should store personal files such as music, video, photographs or games on any of Adra’s software.

3.2.7. To avoid blacklisting, we highly recommend users to only use financial purposed file types in all our software. This includes the following (note – some are exclusive for our different software): .txt, .csv,.xls, .xlsx, .pdf, .xml, .cml, different bank statements. (If unsure, please contact Adra’s support for guidelines). You should not upload the following: different video files (.mp4, .mov, .wmv, .mpg etc), application files (.exe, .msi etc) and other files types that have no connection to the purpose of our software.